SYNTHESIS ENERGY SYSTEMS ANNOUNCES RECEIPT OF NASDAQ NOTICE OF NONCOMPLIANCE; INTENDS TO REQUEST HEARING; MERGER IS PROCEEDIN...
November 15 2019 - 3:30PM
Synthesis Energy Systems, Inc. (SES) (Nasdaq: SES) today announced
that on November 13, 2019, the Company received notification from
the Listing Qualifications staff (the Staff) of The Nasdaq Stock
Market LLC indicating that the Company did not meet the terms of
the previously granted extension, relating to noncompliance with
the minimum stockholders’ equity requirement for continued listing
on The Nasdaq Capital Market. The extension was based on the
Company’s plan to complete a merger transaction with Australian
Future Energy Pty Ltd (AFE). While the merger is continuing to
proceed, the Staff lacked the discretion under the Nasdaq Listing
Rules to grant a further extension.
As a result, the Staff has determined that the
Company’s securities would be subject to delisting unless the
Company timely requests a hearing before a Nasdaq Hearings Panel
(the Panel). Additionally, on October 17, 2019, the Staff notified
the Company that since it failed to timely file its Annual Report
on Form 10-K for the year ended June 30, 2019, it no longer
complied with Nasdaq Listing Rule 5250(c)(1), which forms a
separate basis for delisting. The Staff had previously granted the
Company through December 16, 2019, to submit a plan of compliance
for consideration by the Staff. However, the Staff has informed the
Company that it can no longer consider the Company’s plan for
making the filing, given the stockholders’ equity issue.
Based on the foregoing, the Company intends to
timely request a hearing before the Panel. The hearing request will
automatically stay any suspension/delisting action through December
5, 2019. In connection with the hearing request, as permitted under
the Nasdaq Listing Rules, the Company will request that the Panel
extend the stay through the hearing and the expiration of any
extension period granted by the Panel following the hearing.
However, there can be no assurance that the Panel will grant the
extended stay or that the Panel will grant the Company an extension
to enable it to complete the planned merger transaction and,
thereby, demonstrate compliance with all applicable requirements
for listing on The Nasdaq Capital Market. The Company’s management
is working diligently to complete the Form 10-K, as well as its
Quarterly Report on Form 10-Q for the period ended September 30,
2019, and to file the Form S-4 in connection with the merger
transaction with AFE. The Company intends to file the documents
with the SEC as soon as practical.
Robert Rigdon, the Company’s CEO, commented: “On
October 10, 2019, we announced an important merger transaction with
AFE and acquisition of additional ownership in Batchfire Resources.
We believe these transactions, now underway, have the potential to
bring growth and value to the Company’s shareholders and debenture
holders. The late filing of our Form 10-K for the year ended June
30, 2019 and the anticipated late filing of our Form 10-Q for the
quarter ended September 30, 2019 are the result of audit delays
caused by the merger-related restructuring activities undertaken by
the Company, prior to signing the merger agreement with AFE. With
preparations for the merger now underway, the Company is working
with our auditors, with AFE and with all of our advisors to work in
the most expeditious manner possible to complete these late filings
related to the audit, and to timely complete all of the additional
required filings necessary for the closing of the merger.”
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. All statements other than statements of historical
fact are forward-looking statements and are subject to certain
risks, trends and uncertainties that could cause actual results to
differ materially from those projected. Among those risks, trends
and uncertainties are the possibility that the companies may be
unable to obtain stockholder approval or satisfy the other
conditions to closing, the ability of Batchfire Resources Pty Ltd,
and Australian Future Energy Pty Ltd management to successfully
grow and develop their Australian assets and operations, including
Callide, Pentland, and the Gladstone Energy and Ammonia Project;
the ability of Batchfire to produce earnings and pay dividends; the
ability of SES EnCoal Energy sp. z o. o. management to successfully
grow and develop projects, assets and operations in Poland; our
ability to raise additional capital; our indebtedness and the
amount of cash required to service our indebtedness; our ability to
develop our power business unit and our other business verticals,
including DRI steel, through our marketing arrangement with Midrex
Technologies; our ability to successfully develop our licensing
business; the ability of our project with Yima to produce earnings
and pay dividends; the economic conditions of countries where we
are operating; events or circumstances which result in an
impairment of our assets; our ability to reduce operating costs;
our ability to make distributions and repatriate earnings from our
Chinese operations; our ability to maintain our listing on The
Nasdaq Stock Market; our ability to successfully commercialize our
technology at a larger scale and higher pressures; commodity
prices, including in particular natural gas, crude oil, methanol
and power; the availability and terms of financing; our customers’
and/or our ability to obtain the necessary approvals and permits
for future projects; our ability to estimate the sufficiency of
existing capital resources; the sufficiency of internal controls
and procedures; and our results of operations in countries outside
of the U.S., where we are continuing to pursue and develop
projects. Although we believe that in making such forward-looking
statements our expectations are based upon reasonable assumptions,
such statements may be influenced by factors that could cause
actual outcomes and results to be materially different from those
projected by us. We cannot assure you that the assumptions upon
which such forward-looking statements are based will prove to be
correct. Please refer to our latest Form 10-K available on our
website at www.synthesisenergy.com.
Additional Information about the Transaction
In connection with the proposed transaction, the
Company intends to file with the SEC a registration statement on
Form S-4 that will include a proxy statement of the Company that
also constitutes a prospectus of the Company relating to the Common
Stock to be issued pursuant to the Merger. The proxy
statement/prospectus will include important information about both
the Company and AFE. The Company also plans to file other relevant
documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY, AFE AND THE PROPOSED TRANSACTION. Investors and security
holders may obtain these documents when available free of charge at
the SEC’s website at www.sec.gov. In addition, the documents filed
with the SEC by the Company can be obtained free of charge from the
Company’s website at www.synthesisenergysystems.com.
Participants in Solicitation
The Company and its executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the shareholders of the Company in respect of the
proposed transaction. Information regarding the Company’s directors
and executive officers is available in its annual report on Form
10-K for the year ended June 30, 2018, which was filed with the SEC
on November 14, 2018, and its proxy statement for its 2018
annual meeting of shareholders, which was filed with the SEC on
April 29, 2019. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
Contact: MDC
GroupInvestor Relations:David CastanedaArsen
Mugurdumov414.351.9758IR@synthesisenergy.com
Media Relations:Susan
Roush805.624.7624PR@synthesisenergy.com
Australian Future EnergyMr. Kerry ParkerChief
Executive Officer+61 417 731 014k.parker@ausfutureenergy.com.au
Synthesis Energy Systems (NASDAQ:SES)
Historical Stock Chart
From Nov 2024 to Dec 2024
Synthesis Energy Systems (NASDAQ:SES)
Historical Stock Chart
From Dec 2023 to Dec 2024